2005 Financial Review

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Business Segment Cash Flows

The Company’s cash flows before financing activities for each of the operating segments are presented below.

Overview

Cash flows before financing activities from the Company’s business segments have averaged $85 million over the last three years. Sales of natural resource interests also provided $179 million in cash over that period. Using this cash flow, the Company made $163 million in voluntary contributions to its VEBA and primary U.S. pension plan over the last three years. Cash flows before financing activities in the last three years were also used in part to make significant annual cash payments associated with retained liabilities of the former coal operations.

Brink’s

Cash flows before financing activities at Brink’s decreased by $120.0 million in 2005 primarily due to a $38.4 million increase in cash used for acquisitions ($53.2 million for the acquisition of operations in Europe in 2005 compared with $14.8 million for acquisitions in 2004) and a $32.8 million increase in capital expenditures. Lower operating profit in 2005 also reduced cash from operations. In addition, cash used for working capital needs was higher in 2005 primarily as a result of increased receivables on a 12% increase in revenue.

Cash before financing activities increased in 2004 over 2003 primarily due to higher operating profits partially offset by an increase in cash used for acquisitions.

BHS

The decrease in BHS’ cash flows before financing activities is primarily due to $10.2 million spent for the purchase of BHS’ headquarter facilities, $7.4 million for the development of the Knoxville facility and a $25.0 million increase in capital expenditures reflecting the growth in installations of security systems. This was partially offset by higher cash flows from operations as a result of higher operating profit.

The year-over-year increase in cash flows before financing activities at BHS in 2004 is primarily due to higher operating results partially offset by an increase in capital expenditures reflecting growth in installations of security systems.

Corporate and Former Operations

The Company received $179.0 million in net proceeds during the last three years from the sale of substantially all of its natural resource interests. In the last three years, the Company contributed $132.0 million to its VEBA and $31.0 million to its primary U.S. pension plan. The $44.4 million increase in 2004 other cash outflows reflects higher corporate expenses compared to 2003 and the collection of the remaining receivables from the coal business in 2003. The Company may elect to pay up to approximately $30.5 million in 2006 to satisfy its liability related to withdrawing from the 1950 and 1974 multiemployer pension plans at the former coal business.

Discontinued Operations

Cash flows before financing activities from discontinued operations in 2005 decreased primarily due to a decrease in the sale of accounts receivable as a result of the termination of the securitization program and an increase in capital expenditures partially offset by improved operating results at BAX Global.

Cash flow before financing activities from discontinued operations was lower in 2004 as a result of the sale of $52.0 million less accounts receivable at BAX Global at year end 2004 versus the prior year, partially offset by improved operating results at BAX Global. In addition, the natural resource businesses were sold in 2003 and 2004.